10th Cir. Affirms Refusal to Compel Arbitration as to Non-Signatory Third Parties

The U.S. Court of Appeals for the Tenth Circuit recently affirmed a trial court’s denial of a motion to compel arbitration against non-signatory third-party beneficiaries who did not accept the benefits of the contract.

A copy of the opinion in Jacks v. CMH Homes is available at: Link to Opinion.

In 2009, a buyer financed a mobile home purchase with a manufactured-home retail installment contract. The contract contained an arbitration provision that purportedly extended to “all co-signors and guarantors … and any occupants of the manufactured home.”

Five years later, the buyer and her family sued the home’s manufacturer and the lender. The buyer and her family alleged that defects in the home caused toxic mold, rendering the home unfit for habitation. The buyer and her family sought rescission of the manufactured home purchase.

The defendants moved to compel arbitration and argued that the buyer’s husband and their children were bound by the arbitration agreement, even though they never signed the contract. The trial court granted the defendants’ motion to compel the buyer’s claims but denied it with respect to those claims asserted by the buyer’s family.

The Tenth Circuit affirmed the trial court’s refusal to compel arbitration as to the buyer’s family.

The Tenth Circuit first noted that the nonsignatory plaintiffs were not third-party beneficiaries of the contract as a whole. Instead, they were third-party beneficiaries only to the contract’s arbitration clause.

The Tenth Circuit then rejected the defendants’ arguments that the arbitration clause applied to the buyer’s family as third-party beneficiaries. The Tenth Circuit reasoned that a “contract (here, the arbitration agreement) [cannot] be enforced against an intended third-party beneficiary who has not accepted the benefit (here, the right to compel arbitration).”

The Tenth Circuit also rejected the defendants’ arguments that the buyer’s family was bound to arbitrate their claims under the doctrine of equitable estoppel.

The defendants first advanced an “integrally-related-claim estoppel” theory. Specifically, the defendants argued that all of the plaintiffs were subject to the contract’s arbitration clause because the buyer’s claims and her family’s claims were identical, and thus, integrally related to the contract.

The Tenth Circuit rejected the defendants’ argument, holding that the “integrally-related-claim estoppel” theory (or “intertwined claims” theory) does not apply “where a signatory-defendant seeks to compel arbitration with a nonsignatory-plaintiff.”

The defendants also argued that the buyer’s family was required to arbitrate their claims based on the “direct-benefit estoppel doctrine,” which “applies when a nonsignatory knowingly exploits the agreement containing the arbitration clause.”

As you may recall, “[u]nder ‘direct benefits estoppel,’ a non-signatory plaintiff seeking the benefits of a contract is estopped from simultaneously attempting to avoid the contract’s burdens, such as the obligation to arbitrate disputes.” However, the Tenth Circuit found that the defendants waived their “direct-benefit estoppel” theory by not arguing it before the trial court.